* Agreement has been reached on terms of a recommended cash
acquisition by which entire issued and to be issued ordinary
share capital of Kentz will be acquired by SNC-Lavalin (GB)

* It is intended that acquisition will be implemented by
means of a court-sanctioned scheme of arrangement under article
125 of companies law.

* Offer value of 935 pence per scheme share represents a
premium of

* Acquisition values Kentz's existing issued and to be
issued ordinary share capital at approximately £1,164 million

* Acquisition is expected to be earnings accretive by end of
first full financial year after effective date and to deliver
strong financial benefits

* Estimated annual cost synergies of approximately cad $50
million for same period, such synergies to include elimination
of Kentz's corporate and listing costs as well as operational
synergies

* Cash consideration payable by SNC-Lavalin under terms of
acquisition will be financed through a combination of
SNC-Lavalin's existing cash balances and new credit facilities
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